Schedule I - Condensed Financial Information of Registrant (Tables)
|
12 Months Ended |
Dec. 31, 2019 |
|---|
| Condensed Financial Statements, Captions [Line Items] |
|
| Schedule of Debt |
As of December 31, 2019 and 2018, our debt consisted of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
2019 |
|
2018 |
Long-term debt: |
|
|
|
|
SPL |
|
|
|
|
|
5.625% Senior Secured Notes due 2021 (“2021 SPL Senior Notes”) |
|
$ |
2,000 |
|
|
$ |
2,000 |
|
6.25% Senior Secured Notes due 2022 (“2022 SPL Senior Notes”) |
|
1,000 |
|
|
1,000 |
|
5.625% Senior Secured Notes due 2023 (“2023 SPL Senior Notes”) |
|
1,500 |
|
|
1,500 |
|
5.75% Senior Secured Notes due 2024 (“2024 SPL Senior Notes”) |
|
2,000 |
|
|
2,000 |
|
5.625% Senior Secured Notes due 2025 (“2025 SPL Senior Notes”) |
|
2,000 |
|
|
2,000 |
|
5.875% Senior Secured Notes due 2026 (“2026 SPL Senior Notes”) |
|
1,500 |
|
|
1,500 |
|
5.00% Senior Secured Notes due 2027 (“2027 SPL Senior Notes”) |
|
1,500 |
|
|
1,500 |
|
4.200% Senior Secured Notes due 2028 (“2028 SPL Senior Notes”) |
|
1,350 |
|
|
1,350 |
|
5.00% Senior Secured Notes due 2037 (“2037 SPL Senior Notes”) |
|
800 |
|
|
800 |
|
Cheniere Partners |
|
|
|
|
5.250% Senior Notes due 2025 (“2025 CQP Senior Notes”) |
|
1,500 |
|
|
1,500 |
|
5.625% Senior Notes due 2026 (“2026 CQP Senior Notes”) |
|
1,100 |
|
|
1,100 |
|
4.500% Senior Notes due 2029 (“2029 CQP Senior Notes”) |
|
1,500 |
|
|
— |
|
2016 CQP Credit Facilities |
|
— |
|
|
— |
|
CQP Credit Facilities executed in 2019 (“2019 CQP Credit Facilities”) |
|
— |
|
|
— |
|
CCH |
|
|
|
|
7.000% Senior Secured Notes due 2024 (“2024 CCH Senior Notes”) |
|
1,250 |
|
|
1,250 |
|
5.875% Senior Secured Notes due 2025 (“2025 CCH Senior Notes”) |
|
1,500 |
|
|
1,500 |
|
5.125% Senior Secured Notes due 2027 (“2027 CCH Senior Notes”) |
|
1,500 |
|
|
1,500 |
|
4.80% Senior Secured Notes due 2039 (“4.80% CCH Senior Notes”) |
|
727 |
|
|
— |
|
3.925% Senior Secured Notes due 2039 (“3.925% CCH Senior Notes”) |
|
475 |
|
|
— |
|
3.700% Senior Secured Notes due 2029 (“2029 CCH Senior Notes”) |
|
1,500 |
|
|
— |
|
CCH Credit Facility |
|
3,283 |
|
|
5,156 |
|
CCH HoldCo II |
|
|
|
|
11.0% Convertible Senior Secured Notes due 2025 (“2025 CCH HoldCo II Convertible Senior Notes”) |
|
1,578 |
|
|
1,455 |
|
Cheniere |
|
|
|
|
4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”) |
|
1,278 |
|
|
1,218 |
|
4.25% Convertible Senior Notes due 2045 (“2045 Cheniere Convertible Senior Notes”) |
|
625 |
|
|
625 |
|
$1.25 billion Cheniere Revolving Credit Facility (“Cheniere Revolving Credit Facility”) |
|
— |
|
|
— |
|
Unamortized premium, discount and debt issuance costs, net |
|
(692 |
) |
|
(775 |
) |
Total long-term debt, net |
|
30,774 |
|
|
28,179 |
|
|
|
|
|
|
Current debt: |
|
|
|
|
$1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”) |
|
— |
|
|
— |
|
$1.2 billion CCH Working Capital Facility (“CCH Working Capital Facility”) |
|
— |
|
|
168 |
|
Cheniere Marketing trade finance facilities |
|
— |
|
|
71 |
|
Total current debt |
|
— |
|
|
239 |
|
|
|
|
|
|
Total debt, net |
|
$ |
30,774 |
|
|
$ |
28,418 |
|
|
| Schedule of Maturities of Long-term Debt |
Below is a schedule of future principal payments that we are obligated to make, based on current construction schedules, on our outstanding debt at December 31, 2019 (in millions):
|
|
|
|
|
|
Years Ending December 31, |
|
Principal Payments |
2020 |
|
$ |
— |
|
2021 |
|
3,413 |
|
2022 |
|
1,119 |
|
2023 |
|
1,633 |
|
2024 |
|
6,146 |
|
Thereafter |
|
19,155 |
|
Total |
|
$ |
31,466 |
|
|
| Schedule of Leases, Balance Sheet Location |
The following table shows the classification and location of our right-of-use assets and lease liabilities on our Consolidated Balance Sheets (in millions):
|
|
|
|
|
|
|
|
Consolidated Balance Sheet Location |
|
December 31, 2019 |
Right-of-use assets—Operating |
Operating lease assets, net |
|
$ |
439 |
|
Right-of-use assets—Financing |
Property, plant and equipment, net |
|
56 |
|
Total right-of-use assets |
|
|
$ |
495 |
|
|
|
|
|
Current operating lease liabilities |
Current operating lease liabilities |
|
$ |
236 |
|
Current finance lease liabilities |
Other current liabilities |
|
1 |
|
Non-current operating lease liabilities |
Non-current operating lease liabilities |
|
189 |
|
Non-current finance lease liabilities |
Non-current finance lease liabilities |
|
58 |
|
Total lease liabilities |
|
|
$ |
484 |
|
|
| Schedule of Lease Cost, Income Statement Location |
The following table shows the classification and location of our lease cost on our Consolidated Statements of Operations (in millions):
|
|
|
|
|
|
|
|
Consolidated Statement of Operations Location |
|
Year Ended December 31, 2019 |
Operating lease cost (1) |
Operating costs and expenses (2) |
|
$ |
612 |
|
Finance lease cost: |
|
|
|
|
Amortization of right-of-use assets |
Depreciation and amortization expense |
|
3 |
|
Interest on lease liabilities |
Interest expense, net of capitalized interest |
|
10 |
|
Total lease cost |
|
|
$ |
625 |
|
|
|
(1) |
Includes $230 million of short-term lease costs and $7 million of variable lease costs paid to the lessor.
|
(2)
Presented in cost of sales, operating and maintenance expense or selling, general and administrative expense consistent with the nature of the asset under lease.
|
| Schedule of Maturity of Lease Liabilities |
Future annual minimum lease payments for operating and finance leases as of December 31, 2019 are as follows (in millions):
|
|
|
|
|
|
|
|
|
Years Ending December 31, |
Operating Leases (1) |
|
Finance Leases |
2020 |
$ |
250 |
|
|
$ |
11 |
|
2021 |
56 |
|
|
10 |
|
2022 |
22 |
|
|
10 |
|
2023 |
21 |
|
|
10 |
|
2024 |
21 |
|
|
10 |
|
Thereafter |
160 |
|
|
136 |
|
Total lease payments |
530 |
|
|
187 |
|
Less: Interest |
(105 |
) |
|
(128 |
) |
Present value of lease liabilities |
$ |
425 |
|
|
$ |
59 |
|
|
|
(1) |
Does not include $2.0 billion of legally binding minimum lease payments primarily for vessel charters which were executed as of December 31, 2019 but will commence primarily between 2020 and 2022 and have fixed minimum lease terms of up to seven years.
|
Future annual minimum lease payments for operating and capital leases as of December 31, 2018, prepared in accordance with accounting standards prior to the adoption of ASC 842, were as follows (in millions):
|
|
|
|
|
|
|
|
|
Years Ending December 31, |
Operating Leases (1) |
|
Capital Leases (2) |
2019 (3) |
$ |
380 |
|
|
$ |
5 |
|
2020 |
184 |
|
|
5 |
|
2021 |
238 |
|
|
5 |
|
2022 |
264 |
|
|
5 |
|
2023 |
264 |
|
|
5 |
|
Thereafter |
999 |
|
|
73 |
|
Total lease payments |
2,329 |
|
|
98 |
|
Less: Interest |
— |
|
|
(39 |
) |
Present value of lease liabilities |
$ |
2,329 |
|
|
$ |
59 |
|
|
|
(1) |
Includes certain lease option renewals that are reasonably assured and payments for certain non-lease components. Also includes $79 million in payments for short-term leases and $1.6 billion in payments for LNG vessel charters which were previously executed but will commence primarily between 2020 and 2021.
|
|
|
(2) |
Does not include payments for non-lease components of $98 million.
|
(3)
Does not include $43 million in aggregate payments we will receive from our LNG vessel subcharters.
|
| Lease, Other Quantitative Information |
The following table shows the weighted-average remaining lease term (in years) and the weighted-average discount rate for our operating leases and finance leases:
|
|
|
|
|
|
December 31, 2019 |
|
Operating Leases |
|
Finance Leases |
Weighted-average remaining lease term (in years) |
8.4 |
|
18.7 |
Weighted-average discount rate (1) |
5.2% |
|
16.2% |
|
|
(1) |
The finance leases commenced prior to the adoption of ASC 842. In accordance with previous accounting guidance, the implied rate is based on the fair value of the underlying assets. |
The following table includes other quantitative information for our operating and finance leases (in millions):
|
|
|
|
|
|
Year Ended December 31, 2019 |
Cash paid for amounts included in the measurement of lease liabilities: |
|
Operating cash flows from operating leases |
$ |
389 |
|
Operating cash flows from finance leases |
9 |
|
Financing cash flows from finance leases |
— |
|
Right-of-use assets obtained in exchange for new operating lease liabilities |
235 |
|
|
| Schedule of Cash Flow, Supplemental Disclosures |
The following table provides supplemental disclosure of cash flow information (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
2019 |
|
2018 |
|
2017 |
Cash paid during the period for interest on debt, net of amounts capitalized |
|
$ |
1,126 |
|
|
$ |
707 |
|
|
$ |
305 |
|
Cash paid for income taxes |
|
24 |
|
|
14 |
|
|
3 |
|
Non-cash investing and financing activities: |
|
|
|
|
|
|
Acquisition of non-controlling interest in Cheniere Holdings |
|
— |
|
|
702 |
|
|
2 |
|
Contribution of assets to equity method investee |
|
— |
|
|
— |
|
|
14 |
|
Acquisition of assets under capital lease (1) |
|
— |
|
|
60 |
|
|
— |
|
(1)
See Note 12—Leases for our supplemental cash flow information related to our leases in 2019 following the adoption of ASC 842.
|
| Parent Company [Member] |
|
| Condensed Financial Statements, Captions [Line Items] |
|
| Condensed Balance Sheet |
CHENIERE ENERGY, INC.
CONDENSED BALANCE SHEETS
(in millions)
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2019 |
|
2018 |
ASSETS |
|
|
|
|
Current assets |
|
|
|
Cash and cash equivalents |
$ |
55 |
|
|
$ |
— |
|
Other current assets |
1 |
|
|
1 |
|
Total current assets |
56 |
|
|
1 |
|
|
|
|
|
Property, plant and equipment, net |
17 |
|
|
14 |
|
Operating lease assets, net |
24 |
|
|
— |
|
Debt issuance and deferred financing costs, net |
16 |
|
|
21 |
|
Investments in subsidiaries |
1,139 |
|
|
883 |
|
Deferred tax assets, net |
315 |
|
|
— |
|
Total assets |
$ |
1,567 |
|
|
$ |
919 |
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
Current liabilities |
|
|
|
Current operating lease liabilities |
$ |
5 |
|
|
$ |
— |
|
Other current liabilities |
9 |
|
|
9 |
|
Total current liabilities |
14 |
|
|
9 |
|
|
|
|
|
Long-term debt, net |
1,534 |
|
|
1,436 |
|
Non-current operating lease liabilities |
33 |
|
|
— |
|
|
|
|
|
Stockholders’ deficit |
(14 |
) |
|
(526 |
) |
Total liabilities and stockholders’ deficit |
$ |
1,567 |
|
|
$ |
919 |
|
|
| Condensed Statements of Operations and Comprehensive Loss |
CHENIERE ENERGY, INC.
CONDENSED STATEMENTS OF OPERATIONS
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
2019 |
|
2018 |
|
2017 |
General and administrative expense |
$ |
17 |
|
|
$ |
8 |
|
|
$ |
7 |
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
Interest expense, net |
(141 |
) |
|
(128 |
) |
|
(118 |
) |
Interest income |
1 |
|
|
— |
|
|
— |
|
Equity in income (loss) of subsidiaries |
490 |
|
|
607 |
|
|
(268 |
) |
Total other income (expense) |
350 |
|
|
479 |
|
|
(386 |
) |
|
|
|
|
|
|
Income (loss) before income taxes |
333 |
|
|
471 |
|
|
(393 |
) |
Income tax benefit |
315 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
Net income (loss) attributable to common stockholders |
$ |
648 |
|
|
$ |
471 |
|
|
$ |
(393 |
) |
|
| Condensed Statements of Stockholders' Deficit |
CHENIERE ENERGY, INC.
CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Treasury Stock |
|
Additional Paid-in Capital |
|
Accumulated Deficit |
|
Total Member’s Deficit |
Balance at December 31, 2016 |
$ |
1 |
|
|
$ |
(374 |
) |
|
$ |
3,211 |
|
|
$ |
(4,234 |
) |
|
$ |
(1,396 |
) |
Issuance of stock to acquire additional interest in Cheniere Holdings |
— |
|
|
— |
|
|
2 |
|
|
— |
|
|
2 |
|
Share-based compensation |
— |
|
|
— |
|
|
34 |
|
|
— |
|
|
34 |
|
Shares withheld from employees related to share-based compensation, at cost |
— |
|
|
(12 |
) |
|
— |
|
|
— |
|
|
(12 |
) |
Equity portion of convertible notes, net |
— |
|
|
— |
|
|
1 |
|
|
— |
|
|
1 |
|
Net loss |
— |
|
|
— |
|
|
— |
|
|
(393 |
) |
|
(393 |
) |
Balance at December 31, 2017 |
1 |
|
|
(386 |
) |
|
3,248 |
|
|
(4,627 |
) |
|
(1,764 |
) |
Issuance of stock to acquire additional interest in Cheniere Holdings and other merger related adjustments |
— |
|
|
— |
|
|
694 |
|
|
— |
|
|
694 |
|
Share-based compensation |
— |
|
|
— |
|
|
90 |
|
|
— |
|
|
90 |
|
Shares withheld from employees related to share-based compensation, at cost |
— |
|
|
(20 |
) |
|
— |
|
|
— |
|
|
(20 |
) |
Equity portion of convertible notes, net |
— |
|
|
— |
|
|
3 |
|
|
— |
|
|
3 |
|
Net income |
— |
|
|
— |
|
|
— |
|
|
471 |
|
|
471 |
|
Balance at December 31, 2018 |
1 |
|
|
(406 |
) |
|
4,035 |
|
|
(4,156 |
) |
|
(526 |
) |
Share-based compensation |
— |
|
|
— |
|
|
131 |
|
|
— |
|
|
131 |
|
Shares withheld from employees related to share-based compensation, at cost |
— |
|
|
(19 |
) |
|
— |
|
|
— |
|
|
(19 |
) |
Shares repurchased, at cost |
— |
|
|
(249 |
) |
|
— |
|
|
— |
|
|
(249 |
) |
Equity portion of convertible notes, net |
— |
|
|
— |
|
|
1 |
|
|
— |
|
|
1 |
|
Net income |
— |
|
|
— |
|
|
— |
|
|
648 |
|
|
648 |
|
Balance at December 31, 2019 |
$ |
1 |
|
|
$ |
(674 |
) |
|
$ |
4,167 |
|
|
$ |
(3,508 |
) |
|
$ |
(14 |
) |
|
| Condensed Statements of Cash Flows |
CHENIERE ENERGY, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
2019 |
|
2018 |
|
2017 |
Net cash provided by (used in) operating activities |
$ |
74 |
|
|
$ |
48 |
|
|
$ |
(4 |
) |
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
(2 |
) |
|
— |
|
|
— |
|
Investments in subsidiaries |
842 |
|
|
568 |
|
|
209 |
|
Net cash provided by investing activities |
840 |
|
|
568 |
|
|
209 |
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Debt issuance and deferred financing costs |
— |
|
|
(13 |
) |
|
(15 |
) |
Distribution and dividends to non-controlling interest |
(591 |
) |
|
(576 |
) |
|
(185 |
) |
Payments related to tax withholdings for share-based compensation |
(19 |
) |
|
(20 |
) |
|
(12 |
) |
Repurchase of common stock |
(249 |
) |
|
— |
|
|
— |
|
Other |
— |
|
|
(7 |
) |
|
— |
|
Net cash used in financing activities |
(859 |
) |
|
(616 |
) |
|
(212 |
) |
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
55 |
|
|
— |
|
|
(7 |
) |
Cash and cash equivalents—beginning of period |
— |
|
|
— |
|
|
7 |
|
Cash and cash equivalents—end of period |
$ |
55 |
|
|
$ |
— |
|
|
$ |
— |
|
|
| Schedule of Debt |
As of December 31, 2019 and 2018, our debt consisted of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
2019 |
|
2018 |
Long-term debt: |
|
|
|
|
4.875% Convertible Unsecured Notes due 2021 |
|
$ |
1,278 |
|
|
$ |
1,218 |
|
4.25% Convertible Senior Notes due 2045 |
|
625 |
|
|
625 |
|
$1.25 billion Cheniere Revolving Credit Facility |
|
— |
|
|
— |
|
Unamortized premium, discount and debt issuance costs, net |
|
(369 |
) |
|
(407 |
) |
Total long-term debt, net |
|
$ |
1,534 |
|
|
$ |
1,436 |
|
|
| Schedule of Maturities of Long-term Debt |
Below is a schedule of future principal payments that we are obligated to make on our outstanding debt at December 31, 2019 (in millions):
|
|
|
|
|
|
Years Ending December 31, |
|
Principal Payments |
2020 |
|
$ |
— |
|
2021 |
|
1,278 |
|
2022 |
|
— |
|
2023 |
|
— |
|
2024 |
|
— |
|
Thereafter |
|
625 |
|
Total |
|
$ |
1,903 |
|
|
| Schedule of Leases, Balance Sheet Location |
The following table shows the classification and location of our right-of-use assets and lease liabilities on our Condensed Balance Sheets (in millions):
|
|
|
|
|
|
|
|
Condensed Balance Sheet Location |
|
December 31, 2019 |
Right-of-use assets—Operating |
Operating lease assets, net |
|
$ |
24 |
|
Total right-of-use assets |
|
|
$ |
24 |
|
|
|
|
|
Current operating lease liabilities |
Current operating lease liabilities |
|
$ |
5 |
|
Non-current operating lease liabilities |
Non-current operating lease liabilities |
|
33 |
|
Total lease liabilities |
|
|
$ |
38 |
|
|
| Schedule of Lease Cost, Income Statement Location |
The following table shows the classification and location of our lease cost on our Condensed Statements of Operations (in millions):
|
|
|
|
|
|
|
|
Condensed Statement of Operations Location |
|
Year Ended December 31, 2019 |
Operating lease cost (1) |
General and administrative expense |
|
$ |
9 |
|
(1)
Includes $3 million of variable lease costs paid to the lessor.
|
| Schedule of Maturity of Lease Liabilities |
Future annual minimum lease payments for operating leases as of December 31, 2019 are as follows (in millions):
|
|
|
|
|
Years Ending December 31, |
Operating Leases (1) |
2020 |
$ |
7 |
|
2021 |
7 |
|
2022 |
7 |
|
2023 |
7 |
|
2024 |
7 |
|
Thereafter |
12 |
|
Total lease payments |
47 |
|
Less: Interest |
(9 |
) |
Present value of lease liabilities |
$ |
38 |
|
|
|
(1) |
Does not include $1 million of legally binding minimum lease payments for an office space lease which was executed as of December 31, 2019 but will commence in 2020 and has a fixed minimum lease terms of up to two years.
|
CHENIERE ENERGY, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS—CONTINUED
Future annual minimum lease payments for operating leases as of December 31, 2018, prepared in accordance with accounting standards prior to the adoption of ASC 842, were as follows (in millions):
|
|
|
|
|
Years Ending December 31, |
Operating Leases (1) |
2019 |
$ |
8 |
|
2020 |
6 |
|
2021 |
6 |
|
2022 |
6 |
|
2023 |
7 |
|
Thereafter |
18 |
|
Total lease payments |
$ |
51 |
|
(1)
Includes payments for certain non-lease components.
|
| Lease, Other Quantitative Information |
The following table shows the weighted-average remaining lease term (in years) and the weighted-average discount rate for our operating leases:
|
|
|
|
December 31, 2019 |
Weighted-average remaining lease term (in years) |
6.6 |
Weighted-average discount rate |
5.5% |
The following table includes other quantitative information for our operating leases (in millions):
|
|
|
|
|
|
Year Ended December 31, 2019 |
Cash paid for amounts included in the measurement of lease liabilities: |
|
Operating cash flows from operating leases |
$ |
7 |
|
Right-of-use assets obtained in exchange for new operating lease liabilities |
1 |
|
|
| Schedule of Cash Flow, Supplemental Disclosures |
The following table provides supplemental disclosure of cash flow information (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
2019 |
|
2018 |
|
2017 |
Cash paid during the period for interest, net of amounts capitalized |
|
$ |
36 |
|
|
$ |
32 |
|
|
$ |
31 |
|
Non-cash investing and financing activities: |
|
|
|
|
|
|
Non-cash capital distribution (contributions) (1) |
|
490 |
|
|
607 |
|
|
(268 |
) |
Additional interest in Cheniere Holdings acquired |
|
— |
|
|
702 |
|
|
2 |
|
(1)
Amounts represent equity income (losses) of affiliates.
|